**EXHIBIT 10.27(b)**

 

**AGREEMENT TO AMEND TERM LOAN FACILITY AGREEMENT**

 

THIS AGREEMENT TO AMEND TERM LOAN FACILITY AGREEMENT (this “Agreement”) is entered into between AMO Japan K.K.(“Borrower”), Bank of America, N.A., Tokyo Branch and Aozora Bank, Ltd. (collectively, the “Lenders”) and Advanced Medical Optics, Inc. (“Guarantor”) (Borrower, the Lenders and Guarantor collectively, the“Parties”), dated as of February 27, 2004. 

 

**Article 1.(Definitions)**

 

Unless otherwise stipulated, capitalizedterms used herein shall have the respective meanings ascribed to them in the ¥2,500,000,000 Term Loan Facility Agreement entered into between the Parties, dated as of September 24, 2003 (the “Loan Agreement”). 

 

**Article 2. (Agreement to Amend)**

 

The Parties agree to amend Article 6.12 of the Loan Agreement as follows:

 

[Before amendments] 

 

6.12. Security Reserve

 

In the event that the aggregate value of both the Accounts Receivable andthe Inventories falls below the aggregate minimum amount allowed, as calculated in accordance with the Advance Rates prescribed in Schedule II by the Security Agent as of the end of each calendar month, then the Borrower shall pay in cash an amountequal to the shortfall into the Security Reserve Account, as specified in a written request from the Security Agent, no later than two (2) Business Days from the receipt of said request by the Borrower. The Borrower agrees to and shall cooperatewith the Security Agent in the creation of a security interest over any monies in the Security Reserve Account for the purposes of securing the obligations of the Borrower hereunder pursuant to the terms and conditions of the Account PledgeAgreement. 

 

[After amendments] 

 

6.12. Security Reserve

 

In the event that the aggregate value of both the Accounts Receivable andthe Inventories falls below the aggregate minimum amount allowed, as calculated in accordance with the Advance Rates prescribed in Schedule II by the Security Agent as of the end of each calendar month, then the Borrower shall pay in cash an amountequal to the shortfall into the Security Reserve Account, as specified in a written request from the Security Agent, in such time and manner as is specified in the Account Pledge Agreement, as amended by a certain Agreement to Amend Account PledgeAgreement, dated as of the date of this Agreement, between the Borrower and the Lenders. The Borrower agrees to and shall cooperate with the Security Agent in the creation of a security interest over any monies in the Security Reserve Account for

the purposes of securing the obligations of the Borrower hereunder pursuant to the terms and conditionsof the Account Pledge Agreement. 

 

**Article 3. (Effective Date)**

 

The Parties agree that the amendments to the LoanAgreement pursuant to Article 2. hereof shall take effect as of the date of this Agreement. 

 

**Article 4. (Governing Law and Jurisdiction)**

 

This Agreement shall be governed by and construed in accordance with the laws of Japan. The Tokyo District court shall have exclusive jurisdiction over any legal suit, action or proceeding arising out of or relatingto this Agreement. 

 

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE THEIR DULYAUTHORIZED REPRESENTATIVES TO EXECUTE THIS AGREEMENT IN FOUR (4) COUNTERPARTS ON THE DAY AND YEAR FIRST ABOVE WRITTEN. 

Date: Feb. 27, 2004 

 

/s/ HIROKAZU GODA 

                                                                                      

For: AMO Japan K.K. 

 

By: Hirokazu Goda, Director 

 

Date: Feb. 26, 2004 

 

/s/ YOSHIHIKO ASANO 

                                                                                      

For: Bank of America, N.A., Tokyo Branch 

 

By: Yoshihiko Asano 

 

Title: Managing Director & Branch Manager 

 

Date: February 26th, 2004 

 

/s/ JUNICHI FUKUI 

                                                                                      

For: Aozora Bank, Ltd. 

 

By: Junichi Fukui 

 

Title: General Manager 

 

Date: 2/17/04 

 

/s/ VINCENT E. SCULLIN, JR. 

                                                                                      

For: Advanced Medical Optics, Inc 

 

By: Vincent E. Scullin, Jr. 

       V.P. Treasurer